Martin Marietta Materials, Inc. filed a Form 8-K on August 24, 2026, reporting the August 21, 2026 closing of its acquisition of Lhoist North America, Inc. from LNA Holding SRL for approximately $7 billion in cash and 10,953,543 newly issued shares of Martin Marietta common stock valued at $6.5 billion.

Key Highlights

  • Acquisition closed August 21, 2026: Martin Marietta completed its purchase of all outstanding equity interests in Lhoist North America, Inc. from LNA Holding SRL, a Belgian entity.
  • Consideration totaled approximately $13.5 billion: The deal combined approximately $7 billion in cash (as adjusted per the Securities Sale Agreement) and 10,953,543 newly issued shares valued at $6.5 billion.
  • Share value based on 15-day VWAP: The $6.5 billion share value was based on the volume-weighted average trading price of Martin Marietta common stock for the 15 trading days ended June 26, 2026.
  • Lock-up on Consideration Shares is staggered: 50% of the shares are released on the 12-month anniversary of the closing and the remaining 50% on the 24-month anniversary.
  • Board expanded from ten to eleven directors: Philipp Niemann, currently Chief Executive Officer of Lhoist S.A., was appointed to the Board effective August 21, 2026, and will serve until the 2027 Annual Meeting of Shareholders.
  • Standstill caps LNA Holding ownership at 18%: FGI and LNA Holding and their affiliates are restricted from acquiring shares exceeding 12,783,660 shares, equal to 18% of issued and outstanding Martin Marietta common stock as of the closing.
  • Shelf registration required within 60 days before first anniversary: Martin Marietta agreed to file a shelf registration statement covering resale of the Consideration Shares no later than 60 days prior to the first anniversary of the closing.

Martin Marietta Closes Lhoist North America Deal, Issues New Shares and Governance Rights

According to the filing, Martin Marietta Materials, Inc. (NYSE:MLM) consummated the acquisition of Lhoist North America, Inc. on August 21, 2026, pursuant to a Securities Sale Agreement dated June 27, 2026. The company acquired all outstanding equity interests in LNA from LNA Holding SRL in exchange for approximately $7 billion in cash, as adjusted under the agreement, and 10,953,543 newly issued shares of Martin Marietta common stock, par value $0.01 per share. The Consideration Shares were issued in reliance on the exemption from Securities Act registration requirements provided by Section 4(a)(2), as described in the filing.

The filing discloses that Martin Marietta and LNA Holding entered into a Shareholders Agreement at the closing. Under its terms, LNA Holding retains the right to designate one director and one non-voting Board observer for as long as it beneficially owns at least 7,102,033 shares of Martin Marietta common stock, which the filing states equals 10% of issued and outstanding shares as of the closing. That right is reduced to one director if ownership falls below 10% but remains at or above 5,326,525 shares (equal to 7.5%), and all designation and observer rights terminate if ownership falls below that 7.5% threshold. The filing also states that LNA Holding's designation rights will terminate if it and its affiliates fail to vote their shares in accordance with the Board's recommendations.

Regarding the newly appointed director, the filing states that Philipp Niemann was appointed to the Board on August 21, 2026, to fill the newly created eleventh directorship. He will serve on the Board's Finance Committee. The filing discloses that Martin Marietta's non-employee director compensation program currently provides an annual cash retainer of $135,000 and an annual award of restricted stock units with a grant date value of $180,000, and that Mr. Niemann's first restricted stock unit award was effective upon his appointment.

What Was Disclosed

Martin Marietta disclosed the closing of its acquisition of Lhoist North America, Inc., the terms of the consideration paid, and ancillary agreements covering shareholder rights, lock-up periods, standstill obligations, registration rights, and Board governance changes including a new director appointment.